Common use of Board Observers Clause in Contracts

Board Observers. Section 4.1 So long as Acacia has the right to designate Acacia Designees to the Board, Acacia shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Acacia designees, the “Acacia Board Observers”). So long as the Holders, voting as a group, have the right to designate Holder Designees to the Board, the Holders shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observers, the “Board Observers”). Section 4.2 So long as Acacia or the Holders have the right to appoint Board Observers in accordance with Section 4.1, but subject to Section 4.3, the Company shall provide each Board Observer with (a) written notice of all meetings of the Board, including notice of the time and place of any such meetings, (b) all written materials or other correspondence delivered to the members of the Board and (c) all proposed written consent actions provided to the Board, in each case, at the same time and in the same manner as such notice and information is delivered to the members of the Board. Section 4.3 Notwithstanding anything to the contrary herein, the Board will be entitled to exclude any or all of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (a) permitting such access, participation or review could reasonably be expected to jeopardize the attorney-client privilege or contravene any applicable law, Nasdaq rule or requirement, or confidentiality obligation, (b) such communications, meetings or materials relate to an executive session of the Board or its independent members, or any matter to be discussed in such an executive session, or (c) such communications, meetings or materials relate to any matter with respect to which a director could reasonably conclude there is a potential or actual conflict of interest between the Company, on the one hand, and a specific Board Observer or the party(ies) hereto that appointed such Board Observer, on the other hand. The Board Observers will not be entitled to participate in communications with, or meetings of, any committee of the Board, or have access to materials delivered to members of any such committee.

Board Observers. Section 4.1 So long as Acacia has (a) The Company may from time to time invite a representative of a Shareholder or other person approved by the right to designate Acacia Designees to the Board, Acacia shall have the right, subject to applicable law, to appoint three (3) designees Board to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board or of any Committee in a non-voting participant the capacity (such Acacia designeesof observer; provided, however, that the “Acacia Board Observers”). So long as the Holders, voting as a group, have Company reserves the right to designate Holder Designees exclude the observer representative from access to the Board, the Holders shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person any information or by teleconference meeting or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observers, the “Board Observers”). Section 4.2 So long as Acacia or the Holders have the right to appoint Board Observers in accordance with Section 4.1, but subject to Section 4.3, portion thereof if the Company shall provide each Board Observer with believes that such exclusion is reasonably necessary to (ai) written notice of all meetings of the Board, including notice of the time and place of any such meetings, (b) all written materials or other correspondence delivered to the members of the Board and (c) all proposed written consent actions provided to the Board, in each case, at the same time and in the same manner as such notice and information is delivered to the members of the Board. Section 4.3 Notwithstanding anything to the contrary herein, the Board will be entitled to exclude any or all of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (a) permitting such access, participation or review could reasonably be expected to jeopardize preserve the attorney-client privilege or contravene any applicable law, Nasdaq rule (ii) protect the trade secrets or requirement, highly proprietary or confidentiality obligation, competitively sensitive information pertaining to the Business. (b) Singtel shall (for such communications, time as the Singtel Director Appointment Conditions are met) be entitled to send a representative to attend all meetings or materials relate to an executive session of the Board or its independent membersof any Committee (including, for the avoidance of doubt, the Audit Committee and the Nomination Committee) in the capacity of observer and such representative shall be given copies of all notices of Board or any matter Committee meetings and copies of all papers and reports to be discussed in presented at the applicable Board or Committee meeting. Subclause (ii) of Section 5.14(a) shall not apply to such an executive sessionSingtel representative, or but subclause (i) of Section 5.14(a) shall apply to such Singtel representative. (c) Grab shall (for such communications, meetings or materials relate to any matter with respect to which a director could reasonably conclude there is a potential or actual conflict of interest between time as the Company, on the one hand, and a specific Board Observer or the party(iesGrab Director Appointment Conditions are met) hereto that appointed such Board Observer, on the other hand. The Board Observers will not be entitled to participate in communications with, or send a representative to attend all meetings of, any committee of the Board, Board or have access to materials delivered to members of any Committee (including, for the avoidance of doubt, the Risk Committee and the Remuneration Committee) in the capacity of observer and such committeerepresentative shall be given copies of all notices of Board or Committee meetings and copies of all papers and reports to be presented at the applicable Board or Committee meeting, provided, that such representative at all meetings of the Board or of any Committee shall at all times be AT (or his designee from time to time) for so long as AT is either the Chief Executive or a shareholder of Grab Parent, and otherwise, such representative shall be the then current Chief Executive of Grab Parent (or his designee from time to time). Subclause (ii) of Section 5.14(a) shall not apply to such Grab representative, but subclause (i) of Section 5.14(a) shall apply to such Grab representative.

Board Observers. Section 4.1 So long as Acacia has the right to designate Acacia Designees to the Board, Acacia (1) Curaleaf Holdings shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Acacia designees, the “Acacia Board Observers”). So long as the Holders, voting as a group, have the right to designate Holder Designees to the Board, the Holders shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observers, the “Board Observers”). Section 4.2 So long as Acacia or the Holders have the right to appoint any and all of the members of its board of directors who are not otherwise Directors as non-voting observers to the Company’s Board (“Observers”). The initial Observers in accordance with Section 4.1, but subject to Section 4.3, the Company shall provide each Board Observer with are: (a) written notice [Redacted]; (b) [Redacted]; (c) [Redacted]; (d) [Redacted]; (e) [Redacted]; (f) [Redacted]; (g) [Redacted]; and (h) [Redacted]. (2) Each Observer shall be entitled to attend meetings of all meetings the Board and any committee of the Board, including notice of the time and place of any such meetings, (b) to receive all written materials or other correspondence delivered information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees, written consents of the Board, and (cany notice of meeting of the Board or such committees) all proposed written consent actions at the time such information is provided to the Board, in each case, at the same time and in the same manner as such notice and information is delivered to contribute to the members of discussions taking place at such meetings; provided that (i) the Board. Section 4.3 Notwithstanding anything to the contrary herein, the Board will Observer shall not be entitled to exclude vote on any or all of matter submitted to the Board Observers or any of its committees nor to offer any motions or resolutions to the Board or such committees; (ii) the Company may withhold information or materials from access to, the Observer and exclude such Observer from any meeting or participation in, or review of, the communications, meetings and materials described in Section 4.2 portion thereof if (aas reasonably determined by the Board) permitting access to such access, participation information or review could materials or attendance at such meeting (A) would adversely affect the attorney-client or litigation privilege between the Company and its counsel; (B) would reasonably be expected to jeopardize the attorney-client privilege or contravene any applicable law, Nasdaq rule or requirement, or confidentiality obligationresult in a conflict of interest, (bC) such communications, meetings is required to be restricted by any agreement with another Person; or materials relate (D) would reasonably be expected to result in an executive session of adverse effect on the Board Company or its independent members, or any matter Subsidiaries; and (iii) the Observer shall be subject to be discussed in such an executive session, or (c) such communications, meetings or materials relate to any matter the same obligations as Directors with respect to which a director could reasonably conclude there is a potential or actual conflict confidentiality, conflicts of interest between the Company, on the one handinterest, and a specific Board misappropriation of corporate opportunities. (3) Each Observer or the party(ies) hereto that appointed such Board Observer, on the other hand. The Board Observers will not shall be entitled to participate be reimbursed for reasonable out-of-pocket expenses incurred in communications with, or attending Directors’ meetings of, any and Board committee meetings of the Board, or have access to materials delivered to members Company upon presentation of any receipts evidencing such committeeexpenses.

Board Observers. Each Obligor agrees that, until the Termination Date, each of Holdings and its Subsidiaries (for purposes of this Section 4.1 So long as Acacia has 8.15, each a “Board Party” and collectively, the right “Board Parties”) shall allow Agent to designate Acacia Designees to the Board, Acacia shall have the right, subject to applicable law, to appoint three one representative (3each a “Board Observer”) designees to attend (in person or by teleconference or videoconference) and participate in meetings, whether telephonic or in-person, all meetings of the board of directors or board of managers, any audit or compensation committees thereof, or any similar governing body of such Board Party (the “Board”), in each case with speaking rights. ; provided that in no event shall the Board Observer (i) be deemed to be a member of the Board or any committee thereof, (ii) except for the confidentiality obligations expressly set forth in a non-voting participant capacity this Section 8.15, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to such Acacia designeesBoard Party or its stockholders or subsidiaries, the “Acacia Board Observers”). So long as the Holders, voting as a group, or (iii) have the right to designate Holder Designees propose, offer or vote on any motions or resolutions to the BoardBoard or any committee thereof or otherwise have power to cause such Board Party to take, the Holders or not to take, any action. Each Board Party shall have the right, subject to applicable law, to appoint three (3i) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observers, the “Board Observers”). Section 4.2 So long as Acacia or the Holders have the right to appoint Board Observers in accordance with Section 4.1, but subject to Section 4.3, the Company shall provide give each Board Observer with (a) written notice of all meetings of the Board, including notice of the time and place of any such meetings, (b) all written materials or other correspondence delivered to the members of the Board and (c) all proposed written consent actions provided to the Board, in each case, at the same time as furnished to the attendees, directors, managers, officers, stockholders or members, as applicable, of such Board Party, (ii) provide to each Board Observer all notices, documents and information furnished to the attendees, directors, managers, officers, stockholders or members, as applicable, of such Board Party, whether at or in anticipation of a meeting, at the same manner time furnished to such directors, managers, officers, stockholders or members, as applicable, (iii) provide each Board Observer copies of the minutes of all such notice and information is delivered meetings at the time such minutes are furnished to the members attendees of such meeting (if any), and (iv) provide each Board Observer notice of the Board. Section 4.3 Notwithstanding anything to adoption of any material resolutions and other material actions taken by the contrary hereinboard of directors or board of managers, any audit or compensation committees thereof, or any similar governing body of any Board Party; provided, however, that (i) a Board Party may withhold information or materials from a Board Observer or exclude a Board Observer from any meeting or portion thereof if (as determined by the Board will Party in its reasonable discretion) access to such information or materials or attendance at such meeting or portion thereof would be entitled reasonably likely to exclude any or all of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (aA) permitting such access, participation or review could reasonably be expected to jeopardize adversely affect the attorney-client or work product privilege between such Board Party and its counsel; or contravene (B) result in a conflict of interest and (ii) all information shared with a Board Observer shall be subject to the confidentiality obligations set forth in Section 8.19 below. Unless such contact is initiated by a director, officer, employee, manager or stockholder of a Board Party, each Board Observer shall not contact any applicable lawdirector, Nasdaq rule officer, employee, manager or requirementstockholder of a Board Party, or confidentiality obligationexcept (x) during the aforementioned meetings, (by) to the extent such communicationscontact is otherwise necessary to enable Agent to administer the Term Loan, meetings and (z) as otherwise expressly permitted pursuant to the terms of this Agreement, including as to the exercise of remedies. The board of directorsObligors agree that none of the Obligors, their Affiliates or materials relate to an executive session any member of the Board or its independent members, any committee thereof shall be entitled to rely on any statements or any matter to be discussed in such an executive session, or (c) such communications, meetings or materials relate to any matter with respect to which a director could reasonably conclude there is a potential or actual conflict of interest between views expressed by the Company, on the one hand, and a specific Board Observer in any Board or the party(ies) hereto that appointed such Board Observer, on the other handcommittee meeting. The Board Observers will not Observer shall be entitled to participate indemnification and advancement of expenses from Holdings to the same extent provided by Holdings to its directors under its Organizational Documents as in communications witheffect upon consummation of the Initial Public Offering. During the period of any Board Observer’s appointment hereunder, and thereafter for the duration of the applicable statute of limitations, Holdings shall cause to be maintained in effect a policy of liability insurance coverage for such Board Observer against liability that may be asserted against or incurred by them in their capacity as Board Observer (or any other alleged, purported or actual relationship with Holdings) which is equivalent in scope and amount to that provided to Holdings’ directors. Holdings acknowledges and agrees that the foregoing rights to indemnification, advancement of expenses and insurance constitute third-party rights extended to the Board Observer by Holdings and do not constitute rights to indemnification, advancement or insurance as a result of the Board Observer serving as a director, officer, employee, or meetings of, any committee agent of the Board, Holdings or have access to materials delivered to members its Affiliates. The Board of any such committeeeach Board Party shall meet no fewer than three times per year.

Board Observers. Section 4.1 So long as Acacia has During the right to designate Acacia Designees to period commencing on the BoardClosing and ending on the earlier of (i) the fifth (5th) anniversary of the Closing and (ii) the date that any of OrbiMed or Soleus holds less than 50% of the Shares and Pre-Funded Warrants purchased on the Closing Date, Acacia shall have the rightrespectively, subject to applicable law, to appoint three then OrbiMed Advisors LLC (3) designees to attend (in person or by teleconference or videoconference“OrbiMed”) and participate inSoleus Capital Management, all meetings of the Board in a non-voting participant capacity L.P. (such Acacia designees“Soleus”) shall severally, the “Acacia Board Observers”). So long as the Holders, voting as a groupand not jointly, have the right to designate Holder Designees one (1) natural person individual, reasonably acceptable to the Board, the Holders shall have the right, subject to applicable lawCompany, to appoint three (3) designees to attend (in person or by teleconference or videoconference) be present and participate inin a non-voting, observer capacity at all meetings of the Board in a non-voting participant capacity of Directors or any committee thereof, including any telephonic or electronic meetings (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observersindividuals, the “Board Observers”). Section 4.2 So long as Acacia ; provided, for the avoidance of doubt, that in no event shall the Board Observers: (i) be deemed to be a member of the Board of Directors or the Holders any committee thereof or (ii) have the right to appoint vote on, consent to or veto any matter, motion or resolution presented to the Board of Directors or any committee thereof or propose or offer any motions or resolutions to the Board of Directors or any committee thereof. Any materials that are sent by the Company to the members of the Board of Directors in their capacity as such shall be sent to the Board Observers in accordance with Section 4.1substantially simultaneously by means reasonably designed to ensure timely receipt by the Board Observers, but subject to Section 4.3, and the Company shall provide each will give the Board Observer with (a) written Observers notice of all meetings of the Board, including notice of the time and place of any such meetings, (b) all written materials or other correspondence by the same means as such notices are delivered to the members of the Board of Directors and (c) all proposed written consent actions provided to the Board, in each case, at the same time and in the same manner as such notice and information is provided or delivered to the members Board of Directors; provided, that each of the Board. Section 4.3 Notwithstanding anything Board Observers agrees to be subject to the contrary herein, Company’s Code of Ethics and Business Conduct to the same extent as a member of the Board will of Directors, to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by them acting in such capacity, whether in connection with the Board Observers’ attendance at meetings of the Board of Directors or any committee thereof, in connection with the receipt of materials delivered to the Board of Directors or any committee thereof or otherwise. In addition, each Board Observer shall be entitled to reimbursement for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s policies and practices with respect to director expense reimbursement then in effect) in connection with attending meetings of the Board of Directors or any committee thereof, or in connection with performing any duties on behalf of the Board of Directors, delegated to it in writing by the Board of Directors. Notwithstanding the provisions of this Section 5.17, the Company reserves the right to exclude any one or all both of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (a) permitting such access, participation or review could reasonably be expected to jeopardize the attorney-client privilege or contravene any applicable law, Nasdaq rule or requirement, or confidentiality obligation, (b) such communications, meetings or materials relate to an executive session meeting of the Board or its independent membersof Directors, or a portion thereof, and to redact portions of any matter materials delivered to be discussed in a Board Observer, where and to the extent that the Company reasonably believes, upon advice of counsel, that withholding such an executive sessioninformation or excluding a Board Observer from attending such meeting of the Board of Directors, or a portion thereof, is reasonably necessary: (i) to preserve attorney-client, work product or similar privilege between the Company, the Board of Directors or any committee thereof, on the hand, and its counsel, on the other, with respect to any matter; (ii) to protect trade secrets or to comply with the terms and conditions of confidentiality agreements between the Company and any third parties; (iii) such board materials or any meeting of the Board of Directors or committee thereof relates directly to the Company’s relationship, contractual or otherwise, with OrbiMed or Soleus, or (civ) such communicationsbecause the Board of Directors has determined in good faith that there exists, meetings or materials relate to any matter with respect to which a director could reasonably conclude there is a the subject of such deliberation or such information, an actual or potential or actual conflict of interest between OrbiMed or Soleus and the Company, on the one hand, and a specific Board Observer or the party(ies) hereto that appointed such Board Observer, on the other hand. The Board Observers will not shall use the same degree of care to protect the Company’s confidential and proprietary information as Purchasers A and B use to protect confidential and proprietary information of like nature, but in no circumstances with less than reasonable care. Notwithstanding the foregoing, the number of Board Observers able to be entitled designated hereunder shall be reduced to participate in communications with, or meetings of, the extent any committee of the Board, or have access Board Observers are appointed to materials delivered to members the Board of any such committeeDirectors.

Board Observers. Following the receipt of SoftBank CFIUS Approval and subject to Section 4.1 So long as Acacia has 6.05 and the right to designate Acacia Designees to requirements set forth in the BoardNSA, Acacia SoftBank shall have the exclusive right, subject to applicable lawfor so long as SoftBank owns the SoftBank Floor Amount, to appoint three (3) designees designate one natural person to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board of Directors in a non-voting participant observer capacity (such Acacia designees, the “Acacia SoftBank Board ObserversObserver”). So long as Following the Holdersreceipt of Honda CFIUS Approval and subject to Section 6.05, voting as a group, have the right to designate Holder Designees to the Board, the Holders Honda shall have the exclusive right, subject to applicable lawfor so long as Honda owns the Honda Floor Amount, to appoint three (3) designees designate one natural person to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board of Directors in a non-voting participant observer capacity (such Holder designees, the “Holder Honda Board ObserversObserver”). Microsoft shall have the exclusive right, for so long as Microsoft owns the Microsoft Floor Amount, to designate one natural person, who must be a full-time employee of Microsoft, to attend all meetings of the Board of Directors in a non-voting observer capacity (the “Microsoft Board Observer”, and together with the Acacia SoftBank Board ObserversObserver and Honda Board Observer, the “Board Observers”).. The following terms and conditions will apply to the Board Observers: (a) The Company shall deliver to (i) the SoftBank Board Observer copies of all reports, notices, minutes, consents, actions taken or proposed to be taken without a meeting and other materials in each case (and to the extent) that the Company provides the same to the SoftBank Director, each such delivery to be made concurrently with the delivery of such materials to the SoftBank Director, (ii) the Honda Board Observer copies of all reports, notices, minutes, consents, actions taken or proposed to be taken without a meeting and other materials in each case (and to the extent) that the Company provides the same to the Board of Directors, and (iii) the Microsoft Board Observer copies of all reports, notices, minutes, consents, actions taken or proposed to be taken without a meeting and other materials in each case (and to the extent) that the Company provides the same to the Board of Directors, subject to the restrictions set forth in Section 4.2 So long 6.14, each such delivery to be made concurrently with the delivery of such materials to the Board of Directors; provided, that failure to deliver any such notice or materials to any Board Observer shall not impair the validity of any action taken by the Board of Directors; (b) the Board Observers shall be entitled to attend all meetings of the Board of Directors in person or by telephone, and the Company shall ensure that appropriate arrangements are made such that the Board Observers will be able to hear everyone during any meeting of the Board of Directors at which the Board Observers participate by telephone; provided, that (i) the SoftBank Board Observer may be excluded from access to any portion of any meeting to the same extent as Acacia the SoftBank Director (or, in the event the SoftBank Director is not appointed, as if the SoftBank Director were so appointed) would be so excluded (or recused) pursuant to the Holders terms hereof, (ii) the Honda Board Observer may be excluded from access to any portion of any meeting to the extent that matters with respect to which Honda Competitively Sensitive Information is shared, presented or discussed, and (iii) the Microsoft Board Observer may be excluded from access to any portion of any meeting to the extent that matters with respect to which Microsoft Competitively Sensitive Information is shared, presented or discussed; (c) the Board Observers shall be observers only, shall not be actual members of the Board of Directors and shall not have any of the rights, duties or obligations of a Director (including that the Board Observers shall not have the right to appoint vote on any matter that may come before the Board of Directors). The Board Observers in accordance with Section 4.1, but shall not count towards any quorum; (d) subject to Section 4.36.04(g), SoftBank has the right to remove and replace or substitute the SoftBank Board Observer from time to time by providing written notice to the Company; (e) subject to Section 6.04(h), Honda has the right to remove and replace or substitute the Honda Board Observer from time to time by providing written notice to the Company; (f) subject to Section 6.04(i), Microsoft has the right to remove and replace or substitute the Microsoft Board Observer from time to time by providing written notice to the Company; (g) upon such time as SoftBank owns less than the SoftBank Floor Amount, the Company shall provide each SoftBank Board Observer with (a) written notice of all meetings shall be automatically removed and shall cease to have any of the Boardrights contemplated by this Section 6.04, including notice and the right of SoftBank to designate, appoint, remove and replace the SoftBank Board Observer shall be null and void; (h) upon such time as Honda owns less than the Honda Floor Amount, the Honda Board Observer shall be automatically removed and shall cease to have any of the rights contemplated by this Section 6.04, and the right of Honda to designate, appoint, remove and replace the Honda Board Observer shall be null and void; (i) upon such time as Microsoft owns less than the Microsoft Floor Amount, the Microsoft Board Observer shall be automatically removed and place of shall cease to have any such meetings, (b) all written materials or other correspondence delivered to the members of the rights contemplated by this Section 6.04, and the right of Microsoft to designate, appoint, remove and replace the Microsoft Board Observer shall be null and void; and (cj) all proposed written consent actions provided prior to the Board, in each case, at the same time and in the same manner as such notice and information is delivered to the members of the Board. Section 4.3 Notwithstanding anything to the contrary hereinappointment, the Board Observers will be entitled to exclude any or all of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (a) permitting such access, participation or review could reasonably be expected to jeopardize the attorney-client privilege or contravene any applicable law, Nasdaq rule or requirement, or each enter into a confidentiality obligation, (b) such communications, meetings or materials relate to an executive session of the Board or its independent members, or any matter to be discussed in such an executive session, or (c) such communications, meetings or materials relate to any matter agreement with respect to which a director could reasonably conclude there is a potential or actual conflict of interest between the Company, on terms mutually acceptable to the one hand, Board of Directors and a specific the Board Observer or the party(ies) hereto that appointed such Board Observer, on the other hand. The Board Observers will not be entitled to participate in communications with, or meetings of, any committee of the Board, or have access to materials delivered to members of any such committeeObservers.

Board Observers. Each Obligor agrees that, until the Termination Date, each of Holdings and its Subsidiaries (for purposes of this Section 4.1 So long as Acacia has the right to designate Acacia Designees to the Board8.15, Acacia shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) each a “Board Party” and participate in, all meetings of the Board in a non-voting participant capacity (such Acacia designees, the “Acacia Board Observers”). So long as the Holders, voting as a group, have the right to designate Holder Designees to the Board, the Holders shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observerscollectively, the “Board ObserversParties”). Section 4.2 So long as Acacia ) shall allow Agent to designate one representative (each a “Board Observer”) to attend and participate in meetings, whether telephonic or in-person, of the Holders have the right to appoint board of directors or board of managers, any audit or compensation committees thereof, or any similar governing body of such Board Observers Party, in accordance each case with Section 4.1, but subject to Section 4.3, the Company speaking rights. Each Board Party shall provide (i) give each Board Observer with (a) written notice of all meetings of the Board, including notice of the time and place of any such meetings, (b) all written materials or other correspondence delivered to the members of the Board and (c) all proposed written consent actions provided to the Board, in each case, at the same time as furnished to the attendees, directors, managers, officers, stockholders or members, as applicable, of such Board Party, (ii) provide to each Board Observer all notices, documents and information furnished to the attendees, directors, managers, officers, stockholders or members, as applicable, of such Board Party, whether at or in anticipation of a meeting, at the same manner time furnished to such directors, managers, officers, stockholders or members, as applicable, (iii) provide each Board Observer copies of the minutes of all such notice and information is delivered meetings at the time such minutes are furnished to the members attendees of such meeting (if any), and (iv) provide each Board Observer notice of the Board. Section 4.3 Notwithstanding anything to adoption of any material resolutions and other material actions taken by the contrary hereinboard of directors or board of managers, any audit or compensation committees thereof, or any similar governing body of any Board Party; provided, however, that (i) a Board Party may withhold information or materials from a Board Observer or exclude a Board Observer from any meeting or portion thereof if (as determined by the Board will Party in its reasonable discretion) access to such information or materials or attendance at such meeting or portion thereof would be entitled reasonably likely to exclude any or all of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (aA) permitting such access, participation or review could reasonably be expected to jeopardize adversely affect the attorney-client or work product privilege or contravene any applicable law, Nasdaq rule or requirement, or confidentiality obligation, (b) between such communications, meetings or materials relate to an executive session of the Board or Party and its independent members, or any matter to be discussed in such an executive session, counsel; or (cB) such communications, meetings or materials relate to any matter with respect to which result in a director could reasonably conclude there is a potential or actual conflict of interest between and (ii) all information shared with a Board Observer shall be subject to the Companyconfidentiality obligations set forth in Section 8.19 below. Unless such contact is initiated by a director, on officer, employee, manager or stockholder of a Board Party, each Board Observer shall not contact any director, officer, employee, manager or stockholder of a Board Party, except (x) during the one handaforementioned meetings, (y) to the extent such contact is otherwise necessary to enable Agent to administer the Term Loan, and a specific Board Observer or (z) as otherwise expressly permitted pursuant to the party(ies) hereto that appointed such Board Observerterms of this Agreement, on including as to the other handexercise of remedies. The board of directors of each Board Observers will not be entitled to participate in communications with, or meetings of, any committee of the Board, or have access to materials delivered to members of any such committeeParty shall meet no fewer than three times per year.

Board Observers. Section 4.1 So long as Acacia has The Company shall invite (a) one representative designated by MIHI (the right to designate Acacia Designees to Macquarie Observer), (b) one representative designated by the BoardInvestor Shareholders (the Investor Observer) and, Acacia shall have (c) one representative (who may not be ▇▇▇▇▇▇) designated by the rightManagement Shareholders (the Management Observer) (together, subject to applicable law, to appoint three (3the Observers) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Acacia designeesnonvoting observer capacity. The Company shall give the Observers copies of all notices, the “Acacia Board Observers”). So long as the Holdersminutes, voting as a group, have the right to designate Holder Designees consents and other materials that it provides to the Board, the Holders shall have the right, subject to applicable law, to appoint three (3) designees to attend (in person or by teleconference or videoconference) and participate in, all meetings of the Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observers, the “Board Observers”). Section 4.2 So long as Acacia or the Holders have the right to appoint Board Observers in accordance with Section 4.1, but subject to Section 4.3, the Company shall provide each Board Observer with (a) written notice of all meetings of the Board, including notice of the time and place of any such meetings, (b) all written materials or other correspondence delivered to the members of the Board and (c) all proposed written consent actions provided to the Board, in each case, Directors at the same time and in the same manner as provided to such notice Directors; provided, that such representatives shall agree to hold in confidence and trust all information is delivered so provided; and provided further, that the Company reserves the right to the members of the Board. Section 4.3 Notwithstanding anything to the contrary herein, the Board will be entitled withhold any information and to exclude an Observer from any meeting or all of the Board Observers from portion thereof if access to, to such information or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (a) permitting attendance at such access, participation or review could meeting would reasonably be expected to jeopardize adversely affect the attorney-client privilege between the Company and its counsel or contravene any applicable law, Nasdaq rule result in disclosure of trade secrets or requirement, or confidentiality obligation, (b) such communications, meetings or materials relate to an executive session of the Board or its independent members, or any matter to be discussed in such an executive session, or (c) such communications, meetings or materials relate to any matter with respect to which a director could reasonably conclude there is a potential or actual conflict of interest between the Company, on the one hand, and a specific Board Observer or the party(ies) hereto that appointed such Board Observer, on the other handinterest. The Board Observers will not be entitled to participate receive any compensation for their services, but each Observer will be entitled to reimbursement of expenses reasonably incurred (upon submission of appropriate documentary evidence) as a result of attending meetings of the Board in communications withsubstantially the same manner as the Directors. 4.2 MIHI hereby designates ▇▇▇▇▇ ▇▇▇▇▇▇▇ to serve as the initial Macquarie Observer; provided, that MIHI may designate any other individual to serve as the Macquarie Observer for one or more meetings of, any committee of the Board. MIHI may suspend (either temporarily or permanently) its right to appoint the Macquarie Observer at any time upon providing written notice thereof to the Company. Table of Contents 4.3 The Investor Shareholders hereby designate ▇▇▇▇▇ ▇▇▇▇▇▇ to serve as the initial Investor Observer; provided that the Investor Shareholders may designate any other individual to serve as the Investor Observer for one or more meetings of the Board. 4.4 The Management Shareholders hereby designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to serve as the initial Management Observer; provided that the Management Shareholders may designate any other individual (excluding ▇▇▇▇▇▇) to serve as the Management Observer for one or more meetings of the Board. 4.5 The Investor Shareholders shall cease to have any rights to designate the Investor Observer upon the termination of the Investor Shareholders’ right to designate a nominee for election to the Board pursuant to clause 3.5, or and at such time, the Company’s obligations with respect to the Investor Observer pursuant to clause 4.1 shall terminate. 4.6 MIHI shall cease to have access any rights to materials delivered designate the Macquarie Observer upon such time as MIHI and its Affiliates cease to members beneficially own, collectively, at least 50% of the number of Shares beneficially owned by MIHI immediately following the Closing, and at such time, the Company’s obligations with respect to the Macquarie Observer pursuant to clause 4.1 shall terminate. 4.7 The Management Shareholders shall cease to have any rights to designate the Management Observer upon the termination of the Management Shareholders’ right to designate a nominee for election to the Board pursuant to clause 3.6, and at such committeetime, the Company’s obligations with respect to the Management Observer pursuant to clause 4.1 shall terminate.